<PAGE>
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
SCHEDULE 14D-1
(Amendment No. 4)
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
------------
ACME-CLEVELAND CORPORATION
(Name of Subject Company)
WEC ACQUISITION CORPORATION
DANAHER CORPORATION
(Bidders)
COMMON SHARES, PAR VALUE $1 PER SHARE
(INCLUDING THE ASSOCIATED RIGHTS)
SERIES A CONVERTIBLE PREFERRED SHARES,
WITHOUT PAR VALUE
(Title of Class of Securities)
004626107
(CUSIP Number of Class of Securities)
------------
PATRICK W. ALLENDER
WEC ACQUISITION CORPORATION
C/O DANAHER CORPORATION
1250 24TH STREET, N.W., SUITE 800
WASHINGTON, D.C. 20037
TELEPHONE: (202) 828-0850
(Name, address and telephone number of person authorized
to receive notices and communications on behalf of Bidders)
------------
Copy to:
MORRIS J. KRAMER, ESQ.
SKADDEN, ARPS, SLATE, MEAGHER & FLOM
919 THIRD AVENUE
NEW YORK, N.Y. 10022
TELEPHONE: (212) 735-3000
CALCULATION OF FILING FEE
===============================================================================
<TABLE>
<CAPTION>
TRANSACTION AMOUNT OF
VALUATION* FILING FEE
- -------------------------------------------------------------------------------
<S> <C>
$181,920,222 $36,384.04
</TABLE>
===============================================================================
* For purposes of calculating fee only. This amount assumes the
purchase at a purchase price of $27 per Share of an aggregate of
6,737,786 Shares, consisting of 6,411,578 Common Shares, 161,374
Preferred Shares and 469,834 Shares issuable upon conversion of
Options (less 305,000 shares owned by Parent or any of its
affiliates). The amount of the filing fee, calculated in accordance
with Regulation 240.0-11 of the Securities Exchange Act of 1934, as
amended, equals 1/50th of one percentum of the value of Shares
purchased.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(A)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $36,384.04 Filing Party: WEC Acquisition Corporation
Danaher Corporation
Form or Registration No.: Schedule 14D-1 Date Filed: March 7, 1996
Tender Offer
Statement
================================================================================
<PAGE>
WEC Acquisition Corporation (the "Purchaser"), a Delaware corporation
and a wholly owned subsidiary of Danaher Corporation, a Delaware corporation
("Parent"), and Parent hereby amend and supplement their Tender Offer Statement
on Schedule 14D-1, as heretofore amended (the "Schedule 14D-1"), relating to the
Purchaser's offer to purchase all outstanding common shares, par value $1 per
share (including the associated rights), and all outstanding Series A
Convertible Preferred Shares, without par value (collectively, the "Shares"), of
Acme-Cleveland Corporation, an Ohio corporation (the "Company"). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in
the Schedule 14D-1 or the Offer to Purchase filed as an exhibit thereto.
Item 2. Identity and Background.
On March 19, 1996, Parent announced that Steven E. Simms was appointed
as Group Executive, Corporate Vice President of Parent and President of The
Professional Tool Division of Parent. Since 1986, Mr. Simms has been employed
by the Black and Decker Corporation where he most recently served as President
- -- Worldwide Accessories Business and Group Vice President. Mr. Simms' business
address is 1250 24th Street, N.W., Suite 800, Washington, D.C. 20037. Mr. Simms
is 40 years old and is a United States citizen.
Item 10. Additional Information.
On April 3, 1996, Parent announced that it had extended its Offer until
5:00 p.m., New York City time, on April 25, 1996, unless further extended. The
Offer was originally scheduled to expire at 12:00 midnight, New York City time,
on April 3, 1996.
The information set forth in Exhibit (g)(4) is incorporated herein by
reference.
Item 11. Material to be Filed as Exhibits.
(g)(4) Press Release, dated April 3, 1996.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Statement is true, complete and
correct.
Dated: April 3, 1996
WEC ACQUISITION CORPORATION
By: /s/ C. Scott Brannan
-----------------------------------
Name: C. Scott Brannan
Title: Vice President Administration
and Controller
DANAHER CORPORATION
By: /s/ C. Scott Brannan
-----------------------------------
Name: C. Scott Brannan
Title: Vice President and Secretary
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER EXHIBIT NAME NUMBER
- ----------- ------------------------------------------------------------------------------------ ----------
<S> <C> <C>
(g)(4) Press Release, dated April 3, 1996.
</TABLE>
Contact: Patrick Allender
Chief Financial Officer
(202) 828-0850
DANAHER EXTENDS TENDER OFFER
FOR ACME-CLEVELAND SHARES
WASHINGTON, D.C., April 3, 1996 -- Danaher Corporation (NYSE:DHR)
announced today that it has extended its $27 cash tender offer for all
outstanding shares of Acme-Cleveland Corporation (NYSE:AMT) until 5:00 p.m., New
York City time, on April 25, 1996, unless further extended. The offer, which is
being made by a wholly owned subsidiary of Danaher, was originally scheduled to
expire at 12:00 midnight, New York City time, on April 3, 1996.
Danaher also stated that, as a result of Acme's recent adoption of a
shareholder rights plan, Danaher's offer is now conditioned, among other things,
upon the redemption of the rights issued pursuant to such plan or Danaher being
satisfied, in its sole discretion, that the rights have been invalidated or are
otherwise inapplicable to the offer and the proposed merger.
A total of approximately 44,000 Acme shares have been tendered as of
yesterday.
